es1100073_sc13ga1-financial.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
(Amendment No. 1)*
 
Under the Securities Exchange Act of 1934

 
Financial Engines, Inc.
(Name of Issuer)
 
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
 
317485100
(CUSIP Number)
 
February 18, 2011
(Date of Event Which Requires Filing of this Statement)
(Note: This Amendment No. 1 is not required; it is filed voluntarily.)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
  o Rule 13d-1(b)
  o Rule 13d-1(c)
  x Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the reminder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 

CUSIP No. 317485100
 SCHEDULE 13G
Page 2 of 11 Pages

 
1
NAME OF REPORTING PERSON OR
 
Oak Hill Capital Partners, L.P.  (see Item 2)
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
1,894,363
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,894,363
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,894,363
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.52%
  
12
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
 

CUSIP No. 317485100
 SCHEDULE 13G
Page 3 of 11 Pages

1
NAME OF REPORTING PERSON OR
 
Oak Hill Capital Management Partners, L.P.  (see Item 2)
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
48,577
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
48,577
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
48,577
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.12%
  
12
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
 
 

CUSIP No. 317485100
 SCHEDULE 13G
Page 4 of 11 Pages

1
NAME OF REPORTING PERSON OR
 
OHCP GenPar, L.P.  (see Item 2)
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
1,942,940
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,942,940
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,942,940
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.63%
  
12
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
 
 

CUSIP No. 317485100
 SCHEDULE 13G
Page 5 of 11 Pages

1
NAME OF REPORTING PERSON OR
 
OHCP MGP, LLC  (see Item 2)
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
1,942,940
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,942,940
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,942,940
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.63%
  
12
TYPE OF REPORTING PERSON
 
OO
  
 
 
 
 
 
 

CUSIP No. 317485100
 SCHEDULE 13G
Page 6 of 11 Pages


Item 1. 
 
(a) 
 
NAME OF ISSUER
 
Financial Engines, Inc. (the “Company”).
 
 
(b) 
 
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
1804 Embarcadero Road
Palo Alto, California 94303
 
Item 2. 
 
(a) 
 
NAME OF REPORTING PERSONS
 
Oak Hill Capital Partners, L.P. (“OHCP”);
Oak Hill Capital Management Partners, L.P. (“OHCMP”);
OHCP GenPar, L.P. (“OHCP GenPar”); and
OHCP MGP, LLC (“OHCP MGP” and together with OHCP, OHCMP and OHCP GenPar, the “Reporting Persons”).
 
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section  13(d)(3) of the Act, although neither the fact of this filing nor anything  contained herein shall be deemed to be an admission by the Reporting  Persons that such a group exists.
 
 
(b) 
 
ADDRESS OF PRINCIPAL BUSINESS OFFICE OF EACH
REPORTING PERSON
 
201 Main Street
Suite 1620
Fort Worth, TX 76102
 
 
(c) 
 
CITIZENSHIP
 
OHCP - Delaware
OHCMP - Delaware
OHCP GenPar - Delaware
OHCP MGP – Delaware
 
 
(d) 
 
TITLE OF CLASS OF SECURITIES
 
Common Stock, $0.0001 par value per share (the “Common Stock”)
 
 
(e) 
 
CUSIP NUMBER
 
317485100
 
 
 
 
 
 

CUSIP No. 317485100
 SCHEDULE 13G
Page 7 of 11 Pages

 
Item 3. 
 
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:
 
Not applicable.
 
Item 4. 
 
OWNERSHIP.
   
OHCP
 
OHCP beneficially owns an aggregate of 1,894,363 shares of Common Stock, which represents approximately 4.52% of the issued and outstanding shares of Common Stock.  OHCP has the sole power to vote or direct the vote of 1,894,363 shares of Common Stock and the sole power to dispose or to direct the disposition of 1,894,363 shares of Common Stock.
 
OHCMP
 
OHCMP beneficially owns an aggregate of 48,577 shares of Common Stock, which represents approximately 0.12% of the issued and outstanding shares of Common Stock.  OHCMP has the sole power to vote or direct the vote of 48,577 shares of Common Stock and the sole power to dispose or to direct the disposition of 48,577 shares of Common Stock.
 
OHCP GenPar
 
OHCP GenPar is the sole general partner of both OHCP and OHCMP. As the sole general partner of OHCP and OHCMP, OHCP GenPar beneficially owns an aggregate of 1,942,940 shares of Common Stock, which represents approximately 4.63% of the issued and outstanding shares of Common Stock. As the sole general partner of OHCP and OHCMP, OHCP GenPar has the sole power to vote or direct the vote of 1,942,940 shares of Common Stock and the sole power to dispose or to direct the disposition of 1,942,940 shares of Common Stock.
 
OHCP MGP
 
OHCP MGP is the sole general partner of OHCP GenPar. As the sole general partner of OHCP GenPar, OHCP MGP may be deemed to beneficially own an aggregate of 1,942,940 shares of Common Stock, which represents approximately 4.63% of the issued and outstanding shares of Common Stock. As the sole general partner of OHCP GenPar, OHCP MGP may be deemed to have the sole power to vote or direct the vote of 1,942,940 shares of Common Stock and the sole power to dispose or to direct the disposition of 1,942,940 shares of Common Stock.
 
 
 
 
 
 

CUSIP No. 317485100
 SCHEDULE 13G
Page 8 of 11 Pages

 
Item 5. 
 
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
 
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x
 
Item 6. 
 
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
 
Not applicable.
 
Item 7. 
 
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
 
Not applicable.
 
Item 8. 
 
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
 
Not Applicable
 
ITEM 9. 
 
NOTICE OF DISSOLUTION OF GROUP
 
Not applicable.
 
Item 10. 
 
CERTIFICATION
 
Not applicable.

 
 
 
 
 

CUSIP No. 317485100
 SCHEDULE 13G
Page 9 of 11 Pages

 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated as of February 23, 2011
 
 
  OAK HILL CAPITAL PARTNERS, L.P.  
       
  By:  OHCP GENPAR, L.P., its General Partner  
         
    By:
OHCP MGP, LLC, its General Partner
  
         
    By:
/s/ John R. Monsky
  
   
Name:
John R. Monsky  
    Title:  
Vice President
  
         
 
  
 
 
OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P.
  
       
  By:  OHCP GENPAR, L.P., its General Partner  
         
    By:
OHCP MGP, LLC, its General Partner
  
         
    By:
/s/ John R. Monsky
  
   
Name:
John R. Monsky  
    Title: 
Vice President
  
         
 
  
 
 
OHCP GENPAR, L.P.
  
       
    By:
OHCP MGP, LLC, its General Partner
  
           
    By:
/s/ John R. Monsky
  
    Name: John R. Monsky  
    Title:  
Vice President
  
         
 
  
 
 
OHCP MGP, LLC
  
       
    By:
/s/ John R. Monsky
  
    Name: John R. Monsky  
    Title:  
Vice President
  
         
 
  
 
 
 
 
 

CUSIP No. 317485100
 SCHEDULE 13G
Page 10 of 11 Pages
 
 
EXHIBIT 99.1
                                                        

JOINT FILING AGREEMENT


In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Financial Engines, Inc.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on February 23, 2011.

 
  OAK HILL CAPITAL PARTNERS, L.P.  
       
  By:  OHCP GENPAR, L.P., its General Partner  
         
    By:
OHCP MGP, LLC, its General Partner
  
         
    By:
/s/ John R. Monsky
  
   
Name:
John R. Monsky  
    Title:  
Vice President
  
         
 
  
 
 
OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P.
  
       
  By:  OHCP GENPAR, L.P., its General Partner  
         
    By:
OHCP MGP, LLC, its General Partner
  
         
    By:
/s/ John R. Monsky
  
   
Name:
John R. Monsky  
    Title: 
Vice President
  
         
 
  

 
 
 
 
 

CUSIP No. 317485100
 SCHEDULE 13G
Page 11 of 11 Pages
 
 
 
 
OHCP GENPAR, L.P.
  
       
    By:
OHCP MGP, LLC, its General Partner
  
           
    By:
/s/ John R. Monsky
  
    Name: John R. Monsky  
    Title:  
Vice President
  
         
 
  
 
 
OHCP MGP, LLC
  
       
    By:
/s/ John R. Monsky
  
    Name: John R. Monsky  
    Title:  
Vice President